Terms of Service

Effective Date: November 18, 2024

1. Introduction

This Terms of Service Agreement ("Agreement") is entered into by and between Deed3Labs LLC, a Wyoming corporation with its principal place of business at 5830 E 2nd Street Ste 7000, Casper, WY 82609 (hereinafter referred to as the "Company"), and any person or entity who accesses or uses the Company's real estate marketplace platform (hereinafter referred to as the "User" or "You").

By registering an account or using the Platform as a Buyer or Seller, You acknowledge that You have read, understood, and agree to be bound by the terms and conditions of this Agreement. If You do not agree to these terms, You must not access or use the Platform.

2. Definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"Platform" means the online real estate marketplace operated by the Company, which facilitates transactions between Buyers and Sellers.
"Buyer" refers to any User seeking to purchase real estate through the Platform.
"Seller" refers to any User seeking to sell real estate through the Platform.
"Third-Party Services" means services provided by external providers integrated into the Platform, including but not limited to title insurance companies, licensed attorneys, escrow services, home inspection services, and mortgage financing providers.
"Platform Fee" means a fee charged by the Company amounting to one percent (1%) of the transaction value.
"Closing Fee" means a fee charged at the closing of a transaction amounting to one-half percent (0.5%) of the transaction value, with a minimum of five hundred dollars ($500).
"Listing Fee" means a minimum fee of two hundred forty-nine dollars and ninety-seven cents ($249.97) charged to Sellers for listing properties on the Platform, which may vary based on the Seller's subscription plan.
"Payment Processing Fees" means fees associated with processing payments through the Platform.

3. Services Provided

3.1 Description of Services

The Company provides an online Platform designed to facilitate real estate transactions by connecting Buyers and Sellers. The services offered include, but are not limited to, property listings, communication tools, transaction facilitation, and integration with Third-Party Services such as title insurance and legal services provided by licensed and experienced attorneys.

3.2 Role of the Company

The Company acts solely as a facilitator in the real estate transactions between Buyers and Sellers. The Company is not a party to any real estate contract between Buyers and Sellers and does not represent either party as an agent, broker, or fiduciary. The Company does not endorse, guarantee, or assume responsibility for any property listed on the Platform or any actions of Buyers, Sellers, or Third-Party Service providers.

4. User Accounts and Registration

4.1 Eligibility

By registering an account, You represent and warrant that You are at least eighteen (18) years of age and have the legal capacity to enter into a binding contract. If You are registering on behalf of an entity, You represent and warrant that You have the authority to bind such entity to this Agreement.

4.2 Account Creation and Maintenance

Users are required to create an account by providing accurate, current, and complete information during the registration process. You agree to promptly update such information to maintain its accuracy and completeness. You are responsible for maintaining the confidentiality of Your account credentials and are fully responsible for all activities that occur under Your account. You agree to notify the Company immediately of any unauthorized use of Your account or any other breach of security.

4.3 Account Termination

The Company reserves the right to suspend or terminate Your account at any time, with or without notice, for any reason, including but not limited to violations of this Agreement or conduct harmful to the Platform or other Users.

5. User Obligations and Conduct

5.1 Compliance with Laws

You agree to comply with all applicable federal, state, and local laws, regulations, and ordinances related to real estate transactions, including but not limited to fair housing laws and anti-discrimination statutes.

5.2 Accurate Information

5.2.1 Sellers

Sellers must provide accurate, complete, and truthful information about their properties, including all disclosures required by law. Sellers are solely responsible for the content they post on the Platform.

5.2.2 Buyers

Buyers are responsible for conducting their own due diligence before entering into any transaction and must provide accurate information during the transaction process.

5.3 Prohibited Activities

You shall not engage in any of the following activities:

Engage in fraudulent, deceptive, or misleading practices.
Infringe upon the intellectual property or privacy rights of others.
Post or transmit unlawful, harmful, defamatory, obscene, or otherwise objectionable content.
Distribute unsolicited promotional or commercial content (spam).
Interfere with, disrupt, or damage the Platform or its servers.
Attempt to gain unauthorized access to other User accounts or the Platform's systems.

5.4 Reporting Violations

Users are encouraged to report any violations of this Agreement or any suspicious activities to the Company promptly.

6. Fees and Payments

6.1 Listing Fee

6.1.1 Amount and Payment Terms

A minimum Listing Fee of two hundred forty-nine dollars and ninety-seven cents ($249.97) is charged to Sellers for listing properties on the Platform. The Listing Fee may vary based on the Seller's chosen subscription plan, details of which are available at https://www.clearpathescrow.com/pricing. The Listing Fee is due at the time of listing and is non-refundable unless otherwise specified in a separate agreement.

6.1.2 Waiver of Listing Fee

The Listing Fee may be waived if the Seller is invited by a Verified Agent of the Platform, in accordance with the terms specified by the Company.

6.2 Platform Fee

6.2.1 Amount and Purpose

A Platform Fee of one percent (1.5%) of the transaction value is charged to the Seller upon the successful completion of a sale. This fee covers the use of the Platform's services, including transaction facilitation and customer support.

6.2.2 Payment Terms

The Platform Fee is deducted from the proceeds at closing and is reflected in the closing statement.

6.3 Closing Fee

6.3.1 Amount and Services Covered

A Closing Fee of one-half percent (0.5%) of the transaction value, with a minimum of five hundred dollars ($500), is charged to the Buyer at the time of closing. This fee covers services provided during the closing process, including coordination with Third-Party Services and administrative support.

6.3.2 Payment Terms

The Closing Fee is due at the time of closing and is typically included in the closing statement.

6.4 Payment Processing Fees

Payment Processing Fees associated with the processing of electronic payments, credit card transactions, or other payment methods used on the Platform are the responsibility of the party making the payment. These fees will be disclosed prior to the transaction.

6.5 Taxes

Users are responsible for determining and paying any applicable taxes resulting from transactions conducted through the Platform, including but not limited to sales, use, transfer, and property taxes.

6.6 Invoices and Late Payments

All fees and charges will be itemized in invoices or payment statements provided by the Company. Payments are due as specified and may be subject to late fees or interest for overdue amounts, as permitted by law.

7. Third-Party Services

7.1 Integration with Third Parties

The Platform integrates with various Third-Party Services to facilitate real estate transactions, including but not limited to:

Title insurance companies
Licensed attorneys
Escrow services
Home inspection services
Mortgage and financing providers

By using the Platform, You consent to the Company sharing necessary information with Third-Party Services to facilitate Your transaction. This may include personal information, property details, and transaction data, all in accordance with our Privacy Policy.

7.3 Responsibility and Liability

7.3.1 Company's Role

The Company exercises due diligence in selecting reputable Third-Party Service providers to assist in facilitating transactions on the Platform.

7.3.2 Limited Liability

The Company accepts liability for the actions of Third-Party Services to the extent that any issues arise from actions that are legal, compliant with industry standards, and do not constitute misconduct under the third party's licensing agency or violate any agreements with the Company.

7.3.3 Exclusions

The Company is not liable for any loss or damage resulting from Third-Party Services if such loss arises from illegal actions, professional misconduct, or violation of licensing regulations by the third party.

7.4 Disputes with Third Parties

Any disputes arising from services provided by Third-Party Services shall be resolved directly between You and the third party. The Company may, at its sole discretion, assist in facilitating communication but is under no obligation to intervene.

8. Transaction Process

8.1 Property Listings

8.1.1 Creating a Listing

Sellers may create property listings by providing all required information, including but not limited to property descriptions, photographs, pricing, and legally required disclosures.

8.1.2 Listing Guidelines

All listings must comply with the Platform's content standards and all applicable laws and regulations. The Company reserves the right to remove or modify listings that violate these standards.

8.1.3 Listing Duration

The duration of property listings may vary based on the Seller's subscription plan and shall be specified at the time of listing.

8.2 Buyer Engagement

8.2.1 Property Search

Buyers may search and view property listings using various filters and search criteria provided by the Platform.

8.2.2 Expressing Interest

Buyers may express interest, schedule viewings, or request additional information through the communication tools available on the Platform.

8.3 Offers and Negotiations

8.3.1 Submitting Offers

Buyers may submit offers to Sellers through the Platform, utilizing standardized forms or proposing custom terms.

8.3.2 Negotiation Tools

The Platform provides secure tools for Buyers and Sellers to negotiate terms, including counter-offers and amendments.

8.3.3 Acceptance of Offers

Sellers have the discretion to accept, reject, or counter any offer received through the Platform.

8.4 Contracts and Agreements

8.4.1 Legal Documents

Upon mutual agreement of terms, formal contracts shall be drafted, potentially involving licensed attorneys or utilizing legal templates provided by the Platform.

8.4.2 Electronic Signatures

The Platform may support electronic signatures in compliance with the Electronic Signatures in Global and National Commerce Act (E-Sign Act) and other applicable laws.

8.5 Due Diligence and Inspections

8.5.1 Property Inspections

Buyers are strongly encouraged to conduct property inspections using qualified professionals to assess the condition of the property.

8.5.2 Contingencies

Contracts may include contingencies for financing, inspections, appraisal, or other conditions deemed necessary by the parties.

8.6 Closing Procedures

8.6.1 Coordination with Third Parties

The Company will facilitate coordination with escrow agents, title companies, and legal professionals to ensure a smooth closing process.

8.6.2 Funds Transfer

Secure methods for transferring funds, including escrow services, will be utilized to protect all parties involved.

8.6.3 Documentation

All necessary legal documents will be prepared and executed to finalize the transaction, in compliance with applicable laws.

8.7 Post-Closing Support

The Company may offer post-closing support services, including assistance with property transfer records and addressing any issues that arise after closing, subject to the terms and conditions specified by the Company.

9. Intellectual Property Rights

9.1 Ownership of Platform Content

All content, features, and functionality on the Platform, including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, and software, are the exclusive property of the Company or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

9.2 License Grant to Users

The Company grants You a limited, non-exclusive, non-transferable, and revocable license to access and use the Platform for Your personal or internal business purposes, strictly in accordance with this Agreement.

9.3 User-Submitted Content

9.3.1 License to Company

By submitting content to the Platform, including but not limited to property listings, images, and descriptions, You grant the Company a worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content in any media.

9.3.2 Representations and Warranties

You represent and warrant that You own or have the necessary rights and permissions to submit the content and that such content does not violate any laws or infringe upon the rights of any third party.

9.4 Prohibited Uses

You agree not to:

Copy, modify, or create derivative works of the Platform or any content therein.
Reverse engineer, decompile, or disassemble any portion of the Platform.
Use any automated means to access the Platform for any purpose without the Company's express written permission.
Use the Platform for any commercial purposes not expressly permitted by this Agreement.

10. Confidentiality and Privacy

10.1 Privacy Policy

Your use of the Platform is also governed by the Company's Privacy Policy, which is hereby incorporated by reference into this Agreement. The Privacy Policy outlines how the Company collects, uses, and protects Your personal information.

10.2 Confidential Information

10.2.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

10.2.2 Obligations

You agree to maintain the confidentiality of the Confidential Information and to use such information only for the purposes authorized under this Agreement. You shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party.

10.2.3 Exceptions

The obligations of confidentiality do not apply to information that:

Is or becomes publicly available without breach of this Agreement.
Was known to the receiving party prior to disclosure.
Is received from a third party without restriction.
Is independently developed by the receiving party without reference to the Confidential Information.

10.3 Data Security

The Company employs commercially reasonable security measures to protect User data. However, the Company cannot guarantee absolute security, and You acknowledge that You provide information at Your own risk.

11. Disclaimers and Limitation of Liability

11.1 "As-Is" and "As-Available" Basis

The Platform is provided on an "as-is" and "as-available" basis. The Company makes no representations or warranties of any kind, express or implied, regarding the use or the results of the Platform in terms of its correctness, accuracy, reliability, or otherwise.

11.2 No Warranty

To the fullest extent permissible by applicable law, the Company disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.3 Limitation of Liability

11.3.1 General Limitation

Under no circumstances shall the Company be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from:

Your access to or use of or inability to access or use the Platform.
Any conduct or content of any third party on the Platform.
Any content obtained from the Platform.
Unauthorized access, use, or alteration of Your transmissions or content.

11.3.2 Total Liability

The total liability of the Company to You for any claim arising out of or relating to this Agreement or Your use of the Platform shall not exceed the total amount paid by You to the Company during the twelve (12) months preceding the claim.

11.3.3 Exceptions

The limitations of liability set forth in this Section shall not apply to liability resulting from the Company's gross negligence or willful misconduct.

11.4 Acknowledgment

You acknowledge and agree that the Company is not responsible for the actions or omissions of other Users or Third-Party Service providers, and that the limitations of liability in this Agreement reflect a reasonable and fair allocation of risk between the parties.

12. Indemnification

12.1 User's Indemnity

You agree to indemnify, defend, and hold harmless the Company and its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

Your breach of this Agreement.
Your use of the Platform other than as expressly authorized herein.
Your violation of any applicable laws, regulations, or the rights of any third party.
Any content You submit or transmit through the Platform.

12.2 Indemnification Procedure

The Company will provide You with prompt written notice of any such claim and cooperate with You at Your expense in defending such claims. You shall have the right to control the defense and settlement of any such claim, provided that You shall not agree to any settlement that imposes any obligation or liability on the Company without the Company's prior written consent.

13. Termination

13.1 Termination by User

You may terminate Your account and this Agreement at any time by providing written notice to the Company or by using the account termination feature within the Platform.

13.2 Termination by Company

The Company may suspend or terminate Your access to the Platform, with or without notice, for any reason, including but not limited to:

Violations of this Agreement.
Requests by law enforcement or other government agencies.
Discontinuance or material modification of the Platform.

13.3 Effect of Termination

Upon termination of this Agreement for any reason:

All rights granted to You under this Agreement shall cease immediately.
You must cease all use of the Platform.
Any outstanding fees or charges owed to the Company shall become immediately due and payable.
The provisions of this Agreement that by their nature should survive termination shall continue in full force and effect.

13.4 Data Retention

The Company may retain certain information as required by law or for legitimate business purposes, in accordance with the terms of the Privacy Policy.

14. Dispute Resolution

14.1 Governing Law

This Agreement and any disputes arising out of or relating to it or the Platform shall be governed by and construed in accordance with the laws of the State of [Insert State], without giving effect to any conflict of laws principles.

14.2 Arbitration

14.2.1 Agreement to Arbitrate

The parties agree that any disputes, claims, or controversies arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Platform, shall be resolved exclusively by binding arbitration.

14.2.2 Arbitration Procedure

The arbitration shall be administered by [Insert Arbitration Association] in accordance with its rules. The arbitration shall be conducted confidentially in [Insert City], [Insert State], and the arbitral award may be entered in any court having jurisdiction.

14.2.3 Exceptions

Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies in a court of competent jurisdiction for intellectual property infringement or misuse.

14.3 Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between You and the Company individually. You waive the right to participate in class actions or class-wide arbitration.

14.4 Time Limitations

Any claim arising out of or related to this Agreement must be filed within one (1) year after such claim arose. Failure to assert a claim within this time frame shall result in a permanent waiver of the claim.

15. Amendments to Terms

15.1 Right to Modify

The Company reserves the right, at its sole discretion, to modify or replace any part of this Agreement at any time.

15.2 Notification of Changes

In the event of material changes, the Company will provide notice to Users by posting a notice on the Platform or by sending an email to the address associated with Your account.

15.3 Acceptance of Changes

Your continued use of the Platform after the effective date of the revised Agreement constitutes Your acceptance of the changes. If You do not agree to the amended terms, You must cease using the Platform.

16. Miscellaneous

16.1 Entire Agreement

This Agreement, together with the Privacy Policy and any other legal notices published by the Company on the Platform, constitutes the entire agreement between You and the Company concerning the Platform and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written.

16.2 Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

16.3 Assignment

16.3.1 By User

You may not assign, delegate, or transfer Your rights or obligations under this Agreement without the prior written consent of the Company.

16.3.2 By Company

The Company may assign or transfer its rights and obligations under this Agreement without restriction, including but not limited to in the event of a merger, acquisition, or sale of assets.

16.4 No Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and the Company's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

16.5 Force Majeure

The Company shall not be liable for any failure to perform its obligations under this Agreement where such failure results from any cause beyond the Company's reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, governmental actions, fire, floods, earthquakes, accidents, strikes, or shortages of transportation facilities.

16.6 Notices

16.6.1 To the Company

All notices, requests, or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered to the Company at the following address:

Deed3Labs LLC

5830 E 2nd Street Ste 7000, Casper, WY 82609

legal@deed3.io

+1 (888) 702-1883

16.6.2 To the User

Notices to You may be sent to the email address provided during registration or through other reasonable means.

17. Contact Information

If You have any questions about this Agreement or need assistance, please contact the Company at: